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Code of Ethics for Principal Executive Officer and Senior Financial Officers

See also:
Code of Business Conduct & Ethics
ADP Anti-Bribery Policy
Insider Trading Policy
Reporting an Ethical Concern
Political Contributions Policy

Jump to:

1. Purpose
2. Scope
   1. Conflicts of Interest
   2. Accurate Periodic Reports
   3. Compliance
   4. Reporting Violations
   5. Conclusion

Effective Date: April   3, 2024
Supersedes Date: April 13, 2023

I. Purpose

ADP expects the highest possible ethical conduct from its Principal Executive Officer and Senior Financial Officers. Your full compliance with this Code and with ADP’s Code of Business Conduct & Ethics and ADP’s Anti-Bribery Policy is mandatory. 

You are expected (i) to foster a culture of transparency, integrity and honesty, and (ii) to ensure that everyone in your organization also fully complies with this Code. 

In accordance with the rules of the U.S. Securities and Exchange Commission, any change to, or waiver of, this Code must be immediately publicly disclosed.

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II. Scope

A. Conflicts of Interest
You must avoid any personal activity, investment or association that could appear to interfere with good judgment concerning ADP’s best interests. You may not exploit your position or relationship with ADP for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:

• cause ADP to engage in business transactions with you, your relatives or friends;
• use nonpublic ADP, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
• have more than a modest financial interest in ADP’s vendors, clients or competitors;
• have a second job (“moonlighting”) that competes with ADP or otherwise adversely affects your work at ADP;
• receive a loan, or guarantee of obligations, from ADP or a third party as a result of your position at ADP; or
• compete, or prepare to compete, in any other way with ADP while still employed by ADP.

There are other situations in which a conflict of interest may arise. If you have questions about a potential conflict of interest or are aware of an actual conflict of interest involving you or another ADP associate, you should contact Global Ethics by contacting the ADP Ethics Helpline or by following any of the other steps outlined in the Section on “Reporting Ethical Violations and Seeking Guidance.”

As an ADP principal executive officer or senior financial officer, it is imperative that you avoid any investment, interest or association that interferes, might interfere, or might appear to interfere, with your independent exercise of judgment in ADP’s best interests.

Engaging in any conduct that represents a conflict of interest is strictly prohibited.

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B. Accurate Periodic Reports
As a public company, it is critical that ADP’s filings with the U.S. Securities and Exchange Commission and other regulators are timely, accurate, complete, fair and understandable, and prepared in accordance with U.S. Generally Accepted Accounting Principles and other financial statement requirements. Please exercise the highest standard of care in preparing such reports in accordance with the following guidelines:

• All ADP accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.
• All records must fairly and accurately reflect the transactions or occurrences to which they relate.
• All records must fairly and accurately reflect, in reasonable detail, ADP’s assets, liabilities, revenues and expenses.
• ADP’s accounting records must not contain any false or intentionally misleading entries.
• No transactions should be intentionally misclassified as to accounts, departments or accounting periods.
• All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account, and in the proper accounting period.
• No information should be concealed from the internal auditors or the independent auditors.
• Compliance with ADP’s system of internal accounting controls and procedures is required.

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C. Compliance
You are expected to comply with the applicable laws, rules and regulations. If you have questions, the ADP Legal Department can assist you.

If you fail to comply with this Code, with ADP’s Code of Business Conduct & Ethics, with ADP’s Anti-Bribery Policy and/or with any applicable laws, you will be subject to disciplinary measures, up to and including immediate discharge from ADP.

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D. Reporting Ethical Violations and Seeking Guidance
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you have an ethics-related question or encounter a situation and are not sure what to do, you should reach out to ADP Global Ethics for guidance. If you are aware of or suspect misconduct, including a violation of any applicable law, you must report it to the appropriate level of management or ADP Global Ethics.

You may also contact your local Human Resources team, the Legal Department or the Audit Committee of the Board of Directors. Note that reports may be made anonymously where permitted by local law. However, without the ability to speak with you to obtain additional information, the ability to conduct a thorough investigation may be limited.

• Contact the ADP Ethics Helpline by:

• Contact the ADP local Human Resources team where you are based; or
• Contact the ADP Legal Department by phone at 1-973-974-5865 and ask to speak to an attorney designated to handle ethics matters; or
• Contact the Audit Committee of ADP’s Board of Directors by phone at 1-973-974-5770; sending a detailed note, with relevant documents, to ADP Board of Directors, Audit Committee, Mail Stop #405E, One ADP Boulevard, Roseland, New Jersey 07068; or sending an email to adp.audit.committee@adp.com.

Any reports that involve the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the Chief Administrative Officer or the Chief Legal Officer of Automatic Data Processing, Inc. will be immediately communicated to the Chair of the Board of Directors and the Chair of the Audit Committee.

Your reports, calls, detailed notes, emails and/or other messages will be dealt with confidentially, unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of ADP and of the Audit Committee of ADP’s Board of Directors that if you made a report in good faith you will be protected from retaliation. ADP has a strict anti-retaliation policy. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.

Nothing in this Code or any ADP policy or agreement prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by law or regulation.

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E. Conclusion
You are ultimately the guardian of ADP’s ethics. While there are no universal rules, when in doubt, ask yourself:

• Will my actions be ethical in every respect and fully comply with the law and with ADP policies?
• Will my actions appear improper to others?
• Will my actions make me feel uncomfortable?
• How would I feel if I did nothing at all?
• Will my actions be questioned by my supervisors, associates, clients, family and the general public?
• Will my actions potentially damage ADP’s reputation?
• Am I trying to fool anyone, including myself, as to the propriety of my actions?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the Section on “Reporting Ethical Violations and Seeking Guidance.” All associates, and managers in particular, are responsible for creating an environment that both facilitates open discussion of issues and makes it easy and comfortable to raise concerns without a fear of reprisal.

Any associate who ignores or violates any of ADP’s ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to progressive discipline, including immediate dismissal. However, it is not the threat of discipline that should govern your actions. ADP expects you to share its belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for ADP to remain one of the world’s most ethical and highly successful companies.

Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-1728
1-973-974-5000

ADP Global Ethics is responsible for the interpretation and administration of this Code.
Any printed versions of this document should be used for immediate reference only.
Please refer to the latest electronically approved version.
Revised April 13, 2023

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See Also
Code of Business Conduct & Ethics
ADP Anti-Bribery Policy
Insider Trading Policy
Reporting an Ethical Concern
Political Contributions Policy